The Directors present their 26^th Annual Report (4^th Integrated Annual Report) on the performance of the Company along with the
Audited Financial Statements for the financial year ended March 31,2025.

FINANCIAL HIGHLIGHTS

(' in crores)

INTEGRATED ANNUAL REPORT

The Company has voluntarily published 4^th Integrated Annual
Report for FY 2024-25 demonstrating its focus on Corporate
Governance, compliances and transparent reporting practices.

DIVIDEND

The Company has not declared dividend for FY 2024-25.
DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (the "Listing
Regulations"), the Board of Directors of the Company have
adopted a Dividend Distribution Policy. The same is available
on the Company's website at www.nuvoco.com/Policies/
DividendDistribution-Policy.

TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire
amount of the total comprehensive income of '38.22 crores for
FY 2024-25 in the Retained Earnings.

PERFORMANCE REVIEW
Consolidated

The revenue from operations for FY 2024-25 decreased to
'10,356.67 crores from '10,732.89 crores in the previous year.
The Earnings before Interest, Tax, Depreciation & Amortisation
("EBITDA") stood at '1,391.43 crores; a decrease of 16% as
compared to '1,657.20 crores earned in the previous year.
This decrease was mainly on account of lower realisation as
compared to previous year. The total comprehensive income for
the year was '18.80 crores as compared to '144.52 crores in the
previous year.

Cement of 19,491 KT was produced in FY 2024-25 as against
18,841 KT in the previous year. Clinker production increased to
11,173 KT as against 10,477 KT in the previous year. Cement sales
volume was 19,411 KT as against from 18,773 KT in the previous
year.

Standalone

The revenue from operations for FY 2024-25 decreased to
'8,724.66 crores from '8,939.23 crores in the previous year.
EBITDA stood at '1,017.56 crores; a decrease of 17% as compared
to '1,219.64 crores earned in the previous year. This decrease
was mainly on account of lower realisation as compared to
previous year. The total comprehensive income for the year was
'38.22 crores as compared to '150.92 crores in the previous year.
The Company produced 13,867 KT of cement in FY 2024-25 as
against 13,229 KT in the previous year. Clinker production was
8,421 KT as against 7,306 KT in previous year. Cement sales
volume increased to 16,362 KT from 15,352 KT; an increase of
6.38% over the previous year.

BUSINESS OVERVIEW AND STATE OF THE COMPANY'S
AFFAIRS

Nuvoco [including the Company and NU Vista Limited ("NVL")],
sta nds as the fifth-largest building materials company in India
in terms of capacity and continues to be one of the leading
cement players in East India and with strong presence in
North and West India. Guided by its vision of "Building a
Safer, Smarter, and Sustainable World", Nuvoco has launched
its renewed mission - Trusted Building Materials Company
creating Value for our Stakeholders. The Company continues
to innovate, expand, and strengthen its presence across markets,
playing a vital role in shaping the nation's construction landscape.
Nuvoco operates 11 (eleven) cement plants across India,
including 4 (four) plants under NVL. This network comprises
5 (five) integrated units and 6 (six) grinding units strategically
located in West Bengal, Bihar, Odisha, Chhattisgarh, and
Jharkhand in Eastern India, as well as Rajasthan and Haryana
in the Northern region. Together, these facilities offer a robust
installed cement capacity of 25 MMTPA, enabling the Company
to serve its diverse customer base efficiently. The Company has
received an Order from the Hon'ble National Company Law
Tribunal, Mumbai Bench, approving the Resolution Plan for the
acquisition of Vadraj Cement Limited in the Corporate Insolvency
Resolution Process under the Insolvency and Bankruptcy Code,
2016. With this, the Company is on track to achieve ~31 MMTPA
cement capacity by Q3 FY 2026-27 consolidating its position as
India's fifth largest cement group in terms of capacity for long
term. With this proposed acquisition, the total number of cement
plants will increase to 13 (thirteen), expanding the Company's
presence in Surat and Kutch, Gujarat.

All integrated plants are equipped with advanced Waste Heat
Recovery Systems ("WHRS"), contributing a total of 49 MW
to sustainable energy generation. In addition, the Company
operates Captive Power Plants ("CPP") with an installed capacity
of 150 MW and Solar Power Plants generating 5.5 MWp.

In FY 2024-25, the Company achieved an Alternate Fuel Rate
("AFR") Mix of 9.6% reflecting its continued focus on enhancing
sustainability in manufacturing. Additionally, Nuvoco maintained
one of the industry's best Cement-to-Clinker ratio at 1.72.

The Company's Ready-Mix Concrete ("RMX") business has
a strong national footprint with 58 (fifty eight) operational
plants across India. The business has been a trusted partner
in delivering quality concrete solutions to several marquee
projects, including the re-development of Puri Railway Station,
Wonderla Amusement Park in Bhubaneswar, Ginger Hotel in

Udaipur by The Lakend Group, Nestle R&D Centre in Manesar-
Gurgaon, as well as The DoubleTree by Hilton and Imperial
Square in Ahmedabad.

The Modern Building Materials ("MBM") business continues
to strengthen the Company's market position by offering an
innovative and diverse range of construction solutions under
the 'Zero M' brand. This includes advanced Construction
Chemicals, Waterproofing Systems, Wall Finishing Solutions
like Putty and Coatings, Tile Adhesives & Grouts, Ready-Mix
Dry Plaster, and Cover Blocks. These products are designed to
meet the evolving needs of today's construction landscape,
providing superior quality, ease of application, and long-term
durability.

The Company's Construction Development and Innovation
Centre ("CDIC"), based in Mumbai, is a state-of-the-art facility
accredited by the National Accreditation Board for Testing
and Calibration Laboratories ("NABL"). Serving as a hub for
innovation, CDIC plays a pivotal role in the research and
development of breakthrough products across the Cement, RMX,
and MBM segments. The Centre is equipped to perform over
55 (fifty-five) mechanical tests across a broad spectrum
of materials including cement, fly ash, ground granulated
blast furnace slag, concrete, aggregates, bricks, blocks, and
construction chemicals. CDIC ensures that all the developed
solutions meet globally recognised quality benchmarks.

The Company offers a diversified portfolio across 3 (three)
business segments — Cement, Ready-Mix Concrete, and
Modern Building Materials. With a robust suite of over 60 (sixty)
products, the portfolio is designed to address the needs of
both individual home builders and large-scale institutional
infrastructure projects, ensuring versatility, quality, and
performance across every construction stage.

Cement

The cement business contributes ~90% to the Company's total
sales. Nuvoco maintains a leadership position in Eastern India
while steadily expanding its footprint in the North and West,
ranking as the fifth-largest cement group in the country by
installed capacity.

Nuvoco's cement portfolio includes leading brands such as
Nuvoco Concreto, Nuvoco Duraguard, Nuvoco Double Bull,
Nuvoco PSC, Nirmax, and Nuvoco Infracem catering to a wide
spectrum of customers. The product range spans Ordinary
Portland Cement ("OPC"), Portland Slag Cement ("PSC"), Portland
Pozzolana Cement ("PPC"), and Portland Composite Cement
("PCC"), all manufactured in compliance with BIS standards using
high-quality raw materials.

The Company's premium offering, Nuvoco Concreto Uno,
has established itself as a category leader in Eastern India.
Engineered with advanced technology, it offers superior
protection against water ingress, dampness, and efflorescence
enhancing structural durability, resistance, and surface finish. Its
formulation also extends paint life by shielding structures from
harmful waterborne environmental pollutants.

The Company's patented product, "Nuvoco Duraguard
Microfiber - Cement with added Microfiber", represents
a significant advancement in cement technology. This next-
generation PPC is engineered with embedded microfibers that
serve as micro-reinforcement within the matrix, effectively
mitigating micro-crack development in concrete, mortar, and
neat cement. The innovation enhances durability, structural
performance, and long-term resilience reinforcing Nuvoco's
commitment to delivering high-performance building materials.
The "Nuvoco Double Bull" brand offers premium variants as
well as tailored products for trade and institutional markets.

All products are manufactured in state-of-the-art facilities using
high-grade clinker, ensuring consistent performance and quality.
The Company also rolled out high-impact marketing campaigns
such as the Nuvoco Duraguard Microfiber Consumer Offer in
Western Odisha and "Sabse Khaas Pehelwaan", in Northern
markets with focus on Haryana which played a pivotal role in
boosting brand visibility and deepening regional connect. The
successful introduction of Nuvoco Duraguard Microfiber
in Western Uttar Pradesh further underscored Nuvoco's
commitment to product innovation and catering to local market
needs. These initiatives collectively reinforced a unified brand
identity and reflected the Organisation's unwavering focus on
quality, innovation, and customer-centric growth. Additionally,
the Company conceptualised the unique Nuvoco Sarthi
Campaign at Maha Kumbh 2025, one of the world's largest
spiritual gatherings, showcasing its strong commitment to
channel partners and customers at large.

Launch of Nuvoco Duraguard Microfiber in Western Uttar
Pradesh

Nuvoco continually strives to deliver best-in-class products to its
consumers, reinforcing its commitment to customer-centricity.
To strengthen its presence in Northern markets and ensure faster
product accessibility, Nuvoco has commenced the production of
Nuvoco Duraguard Microfiber at its Haryana Cement Plant. This
plant's strategic location allows for swift delivery, catering to
the growing demand for high-quality building materials in the
region.

Nuvoco Duraguard Microfiber Consumer Offer in Western
Odisha

To drive deeper market penetration and enhance product
visibility, the Company launched a region-specific marketing
initiative in Western Odisha for Nuvoco Duraguard Microfiber. As
part of the scheme, customers received a complimentary 5 kg
pack of branded atta on the purchase of 100 Nuvoco Duraguard
cement bags—an offer strategically crafted to encourage bulk
purchases and foster customer loyalty.

The campaign was amplified through the 'Fiber Shakti
Challenge'—an experiential marketing activation designed to
demonstrate the strength of microfiber technology. Branded
vans traversed key catchment areas, engaging consumers
through a unique interaction involving a tear-resistant leaflet
that symbolised the product's crack-resistant properties.

This campaign not only drove sales but also enhanced consumer
understanding of product differentiation, reinforcing Nuvoco
Duraguard Microfiber's position as a superior offering in the
market.

Conclusion of Nuvoco Duraguard's 'Sabse Khaas Sarpanch'
Initiative

The Company has successfully concluded its flagship rural
outreach initiative, "Sabse Khaas Sarpanch," as a part of the
ongoing brand campaign, "Seedhi Baat Hai, Duraguard Khaas
Hai".

Launched in February 2024, the "Sabse Khaas Sarpanch" initiative
was designed to establish a direct brand connection between
Nuvoco Duraguard Cement and rural development. The
sarpanchs were celebrated as the true heroes who spearhead
significant changes in their communities. The campaign's
extensive reach across West Madhya Pradesh fostered brand

visibility, recall, and awareness, establishing Nuvoco Duraguard
Cement as a trusted partner in village transformation.

The final felicitation ceremony was conducted on September
30, 2024 and recognised more than 150 exceptional sarpanchs
from West Madhya Pradesh, acknowledging their outstanding
contributions to village development. This unique brand
campaign unfolded through 3 (three) key events, with the
finale marking the culmination of a campaign that reached over
4,000 villages, engaged 2,500 sarpanchs, and honoured 150 top
performers.

Through this activation, Nuvoco has not only bolstered its brand
presence but also initiated long-lasting business relationships.
Several recognised sarpanchs have now become sub-dealers
and dealers.

Nuvoco's Sarthi Initiative at Maha Kumbh 2025: Reinforcing
its commitment to the Channel Partners and Influencers

Nuvoco participated in Maha Kumbh 2025, world's largest
spiritual gathering held in Prayagraj, Uttar Pradesh. Through its
Sarthi Initiative, the Company curated a unique engagement
programme aimed at enhancing the experience for devotees
and valued channel partners including dealers, sub-dealers,
and influencers through strategic interactions and personalised
services.

The Maha Kumbh Mela 2025 in Prayagraj was of exceptional
significance due to its occurrence after a 144 year cycle, making
it a once-in-a-lifetime event. One of the largest global spiritual
confluence, the Maha Kumbh 2025 witnessed an unprecedented
gathering of over 60 crores devotees in a span of 45 days.

As part of this initiative, Nuvoco Sarthi featured Exclusive
lounges, Branded e-rickshaws and Dedicated support staff to
assist visiting stakeholders across the sprawling 10,000 acre
event premises.

Nuvoco Duraguard Cement's 'Sabse Khaas Pehelwaan',
campaign - Wrestling Championship in Haryana

The Company launched Nuvoco Duraguard Cement
"Sabse Khaas Pehelwaan", a premier wrestling championship
designed to discover and celebrate Haryana's rich wrestling
heritage. This tournament provided aspiring wrestlers with a
professional platform to compete, showcase their skills, and gain
recognition at the state level.

The campaign seamlessly integrates with the brand's tagline,
"Seedhi Baat Hai, Duraguard Khaas Hai", through "Sabse Khaas
Pehelwaan Ki Khoj", a quest to find Haryana's finest wrestlers.
Adding to the excitement, Sabse Khaas Pehelwaan offered
attractive prizes. The Grand Finale champions were awarded
with '1,00,000/- for first place, '50,000/- for second place, and
'25,000/- for the two joint third-place winners.

Ready-Mix Concrete ("RMX")

With 58 (fifty eight) plants across India as on March 31, 2025,
Nuvoco is one of the leading industry players in the RMX
industry. As a preferred partner, it provides concrete solutions to
developers, small contractors, builders, architects, and individual
home builders at large.

The product portfolio includes Concreto (Performance concrete),
Artiste (Decorative concrete), InstaMix (Ready-to-use Bagged
Concrete), X-Con (M20 to M60 grade), and Ecodure (Special
green concrete).

The Company has launched 5 (five) RMX plants in FY 2024-25.

The new plants commissioned in FY 2024-25 are at Ranchi
(Jharkhand), Nagpur, Mumbai, Thane (Maharashtra) and
Ahmedabad (Gujarat).

Some of the notable landmark projects concluded in FY 2024-25
were re-development of Puri Railway Station, Bhubaneswar, O.P.
Jindal Global University, Sonipat, Miraj Stadium, Udaipur, Ginger,
by Lakend Hotel Group, Udaipur, Nestle' R&D Centre, Manesar-
Gurgaon, The DoubleTree Hotel by Hilton, Ahmedabad, Imperial
Square, Ahmedabad.

The Company launched 2 (two) new innovative products under
RMX category i.e., Ecodure Thermal Insulated Concrete and
Concreto Uno - Hydrophobic Concrete with innovative Damp
Lock Formula.

Ecodure Thermal Insulated Concrete

Ecodure Thermal Insulated Concrete is a technological
breakthrough in construction materials, formulated with
specialised aggregates that exhibit lower thermal conductivity
than conventional concrete. This advanced blend helps reduce
indoor temperatures by up to 3°C, providing a sustainable way to
combat the rising heat associated with global warming.
Additionally, it also reduces the cooling load and Energy Use
Intensity ("EUI") in buildings, resulting in several benefits - a 5%
decrease in building EUI, a 6% reduction in space cooling load,
and a 7% decrease in cooling capacity requirement. Moreover, its
reduced density contributes to a lighter building load, which can
lower construction costs. Ecodure also helps reduce buildings
overall carbon footprint through embodied carbon reduction.
This product is ideal for residential, industrial, and institutional
buildings.

Concreto Uno - Hydrophobic Concrete with innovative Damp
Lock Formula

The Company launched Concreto Uno - Hydrophobic Concrete,
with its advanced hydrophobic properties combined with the
innovative Damp Lock Formula, this unique concrete redefines
construction standards.

Concreto Uno - Hydrophobic Concrete features a unique blend
of admixtures and a specialised mix design that prevents
the formation of capillaries within the concrete, resulting in
significantly lower permeability compared to standard-grade
concrete. This waterproof concrete enhances the overall strength
and durability of structures, significantly extending their lifespan.
In addition, Concreto Uno's Damp Lock formula reduces costs
in construction projects by minimising the need for costly
waterproofing membranes and coatings. Furthermore, it
prevents dampness, which preserves the aesthetic quality
of buildings. This product is ideal for structural consultants,
architects, contractors, engineers, and project management
companies. It is widely available across India through Nuvoco's
RMX plants.

Modern Building Materials

Nuvoco's Modern Building Material ("MBM") business serves as a
pivotal distinguishing factor for the Company. Nuvoco markets
and sells a range of products, including Construction Chemicals,
Multipurpose Bonding and Waterproofing Agents, Wall Putty,
Tile Adhesive, Ready-Mix Dry Plaster, and Cover Blocks, under
the Nuvoco Zero M Brands. The business has a comprehensive
portfolio across - Waterproofing, Tile & Stone Fixing, Surface
Preparation, Repair & Ancillary Solutions.

The Tile & Stone Fixing Solutions, comprise a comprehensive
product lineup featuring Tile Adhesive, Tile Grout, and
Tile Cleaner. This complete suite caters to all tiling needs,

distinguished by exceptional efficiency, unwavering reliability,
and user-friendly application. Nuvoco's Zero M product line sets
a remarkable benchmark in the industry, offering outstanding
bond strength, flexibility, and ease of use for all tile types and
natural stones, ensuring impeccable results in every project.

These innovative formulations stem from extensive
research and development efforts aimed at meeting the
evolving demands of the customers. The aim is to empower
professionals by establishing new standards in dependability,
durability, and ease of application for their tiling projects. The
Company proudly present the ONE STOP SHOP proposition
for all tile and stone fixing projects, reflecting the commitment
to exceeding industry standards and ensuring precise and
efficient applications.

With meticulous attention to design and a focus on performance,
the Company is confident that the Nuvoco Zero M franchise will
revolutionise the tiling and stone fixing experience, elevating
standards and instilling confidence in every endeavour.

The Company launched 3 (three) new products under MBM
category:

Nuvoco Zero M Roof Shield: Advanced Waterproof Coating
for Roofs

Nuvoco Zero M Roof Shield is a revolutionary single-component
waterproof coating designed to offer unparalleled protection for
roofs and walls, safeguarding them against water ingress.

It is a cutting-edge solution that offers dual benefits: superior
waterproofing and effective surface temperature reduction. The
flexible membrane of Nuvoco Zero M Roof Shield is designed to
bridge cracks, providing long-lasting resistance to leaks, aging,
and weathering. Additionally, the reflective coating reduces
surface temperature significantly during peak summer, making
it an ideal choice for maintaining cooler and more comfortable
living spaces.

Nuvoco Zero M Roof Shield is an ideal solution for application
on flat or sloped roofs, terraces, and parapet walls, providing
dependable and long-lasting protection. Its self-priming feature
removes the need for an external primer, making it a more cost-
effective solution. The product has received an overwhelming
response from the market as it reinforces the commitment to
innovation and excellence.

Nuvoco Zero M Tile Adhesive T5 - Redefining Durability and
Versatility in Tile Fixing

The Company has launched the unique Nuvoco Zero M Tile
Adhesive T5. This two-component epoxy-based polyurethane
("PU") adhesive is designed to offer unmatched performance for
fixing all types of tiles and stones on a variety of substrates in
both interior and exterior applications, setting new benchmarks
in the Building Material industry.

The Nuvoco Zero M Tile Adhesive T5 sets new standards in
versatility and durability for specialised installations. Its unique
formulation makes it possible to easily fix tiles and stones to a
variety of surfaces, including cement sheet, bison panels, wood,
gypsum board, PVC, and metal, as well as ceramic and vitrified
tiles, natural stone, glass mosaics, and porcelain.

A standout feature of this adhesive is its ability to withstand
adverse environmental conditions. It is resistant to chemicals,
high temperatures, impacts, and vibrations, ensuring longevity
and preventing bond failures. It's flexible yet robust composition
accommodates minor movements in substrates without
cracking or delamination, making it a reliable solution for long¬
term installations.

Nuvoco Zero M Tile Glitter

Nuvoco Zero M Tile Glitter is a premium additive specially crafted
to elevate the aesthetics of tile installations. When blended
with Nuvoco Zero M Epoxy Tile Grout, glitter creates radiant,
shimmering joints that infuse spaces with a touch of elegance
and luxury.

Whether it's a modern kitchen, a luxe bathroom, or a stylish
commercial space, Tile Glitter transforms ordinary tile joints into
standout design elements.

It is available in three elegant shades gold, silver, and copper to
suit diverse interior palettes.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting
the financial position of the Company, subsequent to close of
FY 2024-25 till the date of this Board's Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders
were passed by the Regulators or Courts or Tribunals impacting
the going concern status of the Company and its future
operations.

Ongoing Cement Cartelisation Case

In August 2016, the Competition Commission of India ("CCI")
passed an Order levying a penalty of '490 crores on the
Company in connection with a complaint l ed by the Builders
Association of India against leading cement companies
(including the Company) for alleged violation of certain
provisions of the Competition Act, 2002. The Company had filed
an appeal against the Order before the Competition Appellate
Tribunal ("COMPAT"). The COMPAT had passed an interim order
directing the Company to pre-deposit 10% of the penalty
amount and granted stay on the remaining 90% of the penalty
amount subject to the condition that in case appeal is finally
decided against the Company, then Company shall be liable to
pay interest of 12% p.a. on the said 90% penalty amount stayed
pursuant to the interim order.

The pre-deposit of 10% of the penalty amount was accordingly
made pursuant to the Orders of COMPAT. The COMPAT was
replaced by the National Company Law Appellate Tribunal
("NCLAT") effective May 26, 2017, and NCLAT vide its judgment
dated July 25, 2018, dismissed the Company's appeal and
upheld the CCI's order. Against the above judgment of NCLAT,
the Company appealed before the Hon'ble Supreme Court, and
vide its Order dated October 05, 2018, the Hon'ble Supreme
Court admitted the appeal of the Company and directed
continuation of the interim order as originally passed by the
COMPAT.

The Company under the Share Purchase Agreement ("SPA") is
indemnified by erstwhile promoter group for loss arising from
claims/ demands in case penalty is upheld by Hon'ble Supreme
Court. However, the erstwhile promoter has disputed their
obligation towards indemnification of any amount including
interest beyond the cap of '490 crores. Hon'ble Delhi High Court
vide its Order dated December 06, 2021, preserved the liberty
of the Company to invoke appropriate legal recourse in case
such a need arises in future in the event of a dispute in relation
to SPA to claim any consequential interest demand beyond the
cap, subsequent to disposal of the pending appeal against CCI
penalty demand before Hon'ble Supreme Court.

FINANCE

Consolidated

The cash flows from operations were positive '1,328.52 crores
in FY 2024-25 (FY 2023-24 '1,592.54 crores). Spend on capex
was '350.12 crores in FY 2024-25 (FY 2023-24 '581.38 crores).
The borrowing of the Company as at March 31, 2025 stood
at '3,822.64 crores (as at March 31, 2024 '4,137.03 crores).
Cash and bank balances and current investments stood at
'176.66 crores (as at March 31,2024 '97.83 crores). The Net Debt
to Equity stood at 0.42 times (as at March 31,2024 0.46 times).
Standalone

The cash flows from operations were positive '1,099.52 crores
in FY 2024-25 (FY 2023-24 '1,048.28 crores). Spend on capex
was '262.22 crores in FY 2024-25 (FY 2023-24 '416.28 crores).
The borrowing of the Company as at March 31, 2025 stood
at '2,589.67 crores (as at March 31, 2024 '2,915.13 crores).
Cash and bank balances and current investments stood at
'157.19 crores (as at March 31,2024 '80.19 crores). The Net Debt
to Equity stood at 0.28 times (as at March 31,2024 0.32 times).

CREDIT RATING

The Company has obtained ratings from CRISIL Ratings Limited
("CRISIL") and India Ratings and Research Private Limited ("Ind-
Ra") and there has been no revision in credit ratings, during the
year under review.

However, CRISIL and Ind-Ra have placed rating on "Rating
Watch with Developing Implication" following the Company's
announcement that it has emerged as the Successful Resolution
Applicant in relation to Corporate Insolvency Resolution Process
of Vadraj Cement Limited.

The Credit Rating Agencies ("CRAs") believe that the acquisition
will strengthen the Company's business profile by increasing its
scale, diversification and will also enhance its market share in
the Western region. Both the CRAs would continue to monitor
the progress of the transaction and resolve the watch once key
details, such as funding structure, timelines, etc., are clarified
and following this, they would ascertain the impact on the
Company's credit risk profile.

The Company has received the following credit ratings for
its long-term and short-term bank loan facilities, commercial
papers, and non-convertible debentures:

SHARE CAPITAL

During the year under review, there was no change in the
Authorised, Issued, Subscribed and Paid-up Share Capital of the
Company.

As at March 31, 2025, the Authorised Share Capital of the
Company was '88,01,11,00,000/- divided into 7,80,11,10,000
equity shares having face value of '10/- each and 1,00,00,00,000
preference shares having face value of '10/- each and the Issued,
Subscribed and Paid-up Share Capital of the Company was
'3,57,15,61,530/- divided into 35,71,56,153 equity shares having
face value of '10/- each.

DEBENTURES

During the year under review, the Company had redeemed
Unsecured, Listed, Redeemable and Rated Non-Convertible
Debentures aggregating '300 crores on July 05, 2024.

As on March 31, 2025, Secured, Listed, Redeemable and Rated
Non-Convertible Debentures aggregating '350 crores and
Unsecured, Listed, Redeemable and Rated Non-Convertible
Debentures aggregating '300 crores were outstanding.

All the NCDs aggregating '650 crores are listed on the Wholesale
Debt Market segment of The National Stock Exchange of India
Limited.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of
Corporate Governance and adhere to the Corporate Governance
requirements and transparency in all its dealings and places high
emphasis on business ethics.

As per Regulation 34 read with Schedule V of the Listing
Regulations, a separate report on Corporate Governance
together with a certificate from M/s. Parikh & Associates,
Company Secretaries, Secretarial Auditors of the Company
regarding compliance of conditions of Corporate Governance
as stipulated under the Listing Regulations, forms part of this
Integrated Annual Report.

ACQUISITION OF VADRAJ CEMENT LIMITED

The Company participated in the Corporate Insolvency
Resolution Process ("CIRP") of Vadraj Cement Limited ("VCL").
Existing facilities of VCL includes a 3.5 MMTPA (~10,000 TPD)
clinker unit in Kutch, Gujarat, and a 6 MMTPA grinding unit in
Surat, Gujarat. Additionally, VCL owns high-quality limestone
reserves, ensuring a consistent and sustainable supply of raw
materials for future production. The captive jetty in Kutch further
enhances logistical efficiency.

The Committee of Creditors ("CoC") of VCL has approved the
Resolution Plan submitted by the Company and the Company
has received Letter of Intent from the Resolution Professional on
January 06, 2025. Subsequently, the Hon'ble National Company
Law Tribunal, Mumbai Bench ("NCLT"), vide its Order dated
April 01,2025, approved the Resolution Plan which was placed
on the website of NCLT on April 03, 2025. The acquisition of VCL
will be undertaken by the Company through the implementing
entity viz. Vanya Corporation Private Limited ("Vanya"), a wholly
owned subsidiary of the Company by paying the Resolution
amount of '1,800 crores. Subsequently, Vanya will be merged
with VCL, as per the terms and conditions of the Resolution Plan.
Post the merger, VCL will become the wholly owned subsidiary
of the Company.

With this transaction, Nuvoco's total cement production capacity
is set to increase to ~31 MMTPA, distributed as 19 MMTPA
in the East, 6 MMTPA in the North, and 6 MMTPA in the West,
consolidating its position as the fifth largest cement group in
India for long-term.

Furthermore, the acquisition is anticipated to foster substantial
synergies with Nuvoco's existing manufacturing facilities
in Nimbol and Chittorgarh, Rajasthan, enabling enhanced
operational efficiency. This will drive logistics optimisation,
streamline operations, and improve competitiveness, providing
the Company with better market access and a strengthened
supply chain.

EVENTS SUBSEQUENT TO THE YEAR UNDER REVIEW

The Hon'ble NCLT, vide its Order dated April 01,2025, which was
placed on the website of NCLT on April 03, 2025, approved the
Resolution Plan submitted by the Company under the CIRP of
VCL, in accordance with the provisions of the Insolvency and
Bankruptcy Code, 2016. For further details, please refer the
above paragraph 'Acquisition of Vadraj Cement Limited'.

BOARD OF DIRECTORS
Retirement by Rotation

In accordance with the provisions of Section 152 of the Act and
the Articles of Association of the Company, Mr. Kaushikbhai
Patel (DIN: 00145086), Non-Executive Director of the Company,
retires by rotation and being eligible, has offered himself for
re-appointment.

The Resolution seeking Members approval for his re-appointment
along with the disclosures required pursuant to Regulation
36 of the Listing Regulations and the Secretarial Standards-2
on General Meetings forms part of the Notice of the ensuing
26^th Annual General Meeting (the "AGM").

Declaration by Independent Directors

All Independent Directors of the Company have given
declarations under Section 149(7) of the Act, that they meet
the criteria of independence as laid down under Section 149(6)
of the Act and Regulation 16(1)(b) of the Listing Regulations.
In terms of Regulation 25(8) of the Listing Regulations, the
Independent Directors have confirmed that they are not aware of
any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgement and
without any external influence. The Board of Directors of the
Company have taken on record the declaration and confirmation
submitted by the Independent Directors after undertaking
due assessment of the veracity of the same. The Independent
Directors have also confirmed that they have complied with
Schedule IV of the Act and the Company's Code of Conduct.
There has been no change in the circumstances affecting their
status as Independent Directors of the Company.

The Board of Directors of the Company are of the opinion
that the Independent Directors of the Company are leading
professionals with high level of expertise and rich experience
across a wide spectrum of functional areas such as leadership/
operational, business & industry and strategy planning, financial
& risk management expertise, corporate governance, research
& development, innovation and sustainability, human resource
development. They hold high standards of integrity and are
independent of the management.

The Company has received confirmation from the Independent
Directors of the Company regarding the registration of their
names in the databank maintained by the Indian Institute
of Corporate Affairs in terms of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
Familiarisation Programme for Independent Directors

Details of Familiarisation Programme for the Independent
Directors of the Company are provided separately in the
Corporate Governance Report, which forms part of this
Integrated Annual Report.

Board Committees

As on March 31, 2025, the Board has following Committees
according to their respective roles and defined scope:

• Audit Committee;

• Nomination and Remuneration Committee;

• Corporate Social Responsibility & Environmental, Social
and Governance Committee;

• Stakeholders Relationship Committee; and

• Risk Management Committee.

During the year under review, there were no instances of non¬
acceptance of any recommendation of the Committees of the
Company by the Board of Directors.

The details of composition of the Board and its Committees,
number of meetings held, attendance of Board and Committees
Members at such meetings, including Committees Terms of
Reference are provided in the Corporate Governance Report,
which forms part of this Integrated Annual Report.

Subsequent to the year under review, the Board at their
meeting held on May 01, 2025, renamed the "Corporate
Social Responsibility (CSR) Committee" to the "Corporate
Social Responsibility & Environmental, Social and Governance
(CSR & ESG) Committee" and also amended the Terms of
Reference of CSR Committee thereby reflecting a comprehensive
approach towards sustainability, governance, and responsible
business conduct, akin with Company's long-term strategy for
stakeholders value creation. The revised Terms of Reference are
provided in the Corporate Governance Report, which forms part
of this Integrated Annual Report.

The composition and Terms of Reference of all the Committees
of the Company are in line with the provisions of the Act and the
Listing Regulations.

Number of Board Meetings

During the year under review, 6 (six) Board Meetings were
convened and held, the details of which are provided in
the Corporate Governance Report, which forms part of this
Integrated Annual Report. The maximum interval between any
two meetings did not exceed 120 days, as prescribed by the Act
and the Listing Regulations.

BOARD EVALUATION

The Company has devised a framework for performance
evaluation of the Board, its Committees and individual Directors
in compliance with the provisions of Sections 134 and 178 of
the Act, Regulation 17(10) of the Listing Regulations and the
Nomination and Remuneration Policy of the Company.

The Board carried out evaluation of its own performance and
that of its Committees and individual Directors. The performance
evaluation of Non-Independent Directors and the Board as
a whole was carried out by the Independent Directors. The
performance of the Chairman of the Board was also reviewed,
taking into account the views of the Executive, Non-Executive
and Independent Directors.

The criteria for performance evaluation of the Board included
aspects such as Board composition and structure, effectiveness
of Board processes, contribution in the corporate strategy etc.
The individual evaluation is based on criteria which inter alia
includes, competency, knowledge of the industry, attendance
and preparedness for the meetings, contribution at meetings
and role in the Committees.

Structured questionnaires were circulated to the Directors for
providing feedback on functioning of the Board, Committees
and the Chairman of the Board and the areas of improvement

for enhancing the effectiveness. Based on the inputs received,
action plans are drawn up in consultation with the Directors.

In a separate meeting, the Independent Directors evaluated the
performance of Non-Independent Directors and performance of
the Board as a whole including the Chairman of the Board taking
into account the views of Executive Director and Non-Executive
Directors and assessed the quality, quantity and timelines of
flow of information between the management of the Company
and the Board that is necessary for the Board to effectively and
reasonably perform its duties.

The Independent Directors of the Company were satisfied with
the overall functioning of the Board and its various Committees,
which displayed a high level of commitment and engagement
and appreciated the high standards of corporate governance,
timely reporting and complete transparency of information of
the Company.

KEY MANAGERIAL PERSONNEL ("KMP")

As at March 31, 2025, in terms of the provisions of
Section 2(51) and Section 203 of the Act, following are the KMP
of the Company:

- Mr. Jayakumar Krishnaswamy, Managing Director;

- Mr. Maneesh Agrawal, Chief Financial Officer; and

- Ms. Shruta Sanghavi, Company Secretary.

Ms. Madhumita Basu, Sales and Business Development, Cement
(North) and Marketing superannuated on July 31,2024.

REMUNERATION POLICY

The Company has in place a Policy on the appointment and
remuneration for Directors and Senior Management Personnel,
including criteria for determining qualifications, independence
of a Director and other related matters, in accordance with
the provisions of Section 178 of the Act and the Rules framed
thereunder and Regulation 19 of the Listing Regulations.
The said Policy is available on the Company's website at
www.nuvoco.com/Policies/Remuneration Policy for Directors,
Key Managerial Personnel and other Employees.

The salient features of the said Policy are set out in the Corporate
Governance Report, which forms part of this Integrated Annual
Report.

BOARD DIVERSITY

The Company recognises and embraces the importance of a
diverse Board in its success. The Company believes that a truly
diverse Board will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience, cultural
and geographical backgrounds, age, ethnicity, race and gender
which will help the Company to retain competitive advantage.
The Policy on the Diversity of the Board of Directors adopted by
the Board sets out its approach to diversity.

WHISTLEBLOWER POLICY AND VIGIL MECHANISM

The Company has adopted a Vigil Mechanism and Whistleblower
Policy (the "Policy") and established the necessary vigil
mechanism, which is in line with the provisions of Section 177 of
the Act and Regulation 22(1) of the Listing Regulations. Pursuant
to the Policy, the Whistleblower can raise concerns relating to
Reportable Matters (as defined in the Policy) such as general
malpractice/unethical and improper practices and events,
which have taken place/ reasonable apprehension involving:
(a) Abuse of authority; (b) Breach of contract; (c) Negligence
causing substantial and specific danger to public health and
safety; (d) Manipulation of the Company's data/records; (e)
Financial irregularities, including fraud or suspected fraud or
deficiencies in internal control and check, or deliberate error
in preparations of financial statements, or misrepresentation
of financial reports; (f) Any unlawful act; whether criminal/

civil; (g) Pilferage of confidential/ propriety information;
(h) Deliberate violation of law/regulation; (i) Bribery or
corruption; (j) Harassment; (k) Retaliation; (l) Breach of IT
security and data privacy; (m) Social media misuse; (n) Wastage/
misappropriation of Company's funds/ assets; (o) Taking
kickbacks/seeking bribes, forgery, misuse of the Company's
resources, etc; (p) Breach of Company's policies or failure to
implement or comply with any existing policies of the Company,
as notified from time to time, by or against the Directors and
employees, etc.

Further, the mechanism adopted by the Company encourages
the Whistleblower to disclose the Reportable Matters to the
Whistle Officer who in turn reports the matter to the Ethics
and Compliance Committee for further action. The Policy sets
out a detailed mechanism of investigation and also provides
for adequate safeguards against retaliation and victimisation
of the Whistleblower, who avails of such mechanism and
also provides for direct access to the Chairman of the Audit
Committee, in appropriate or exceptional cases. The Audit
Committee supervises the development and implementation
of the Policy, including the work of the Ethics and Compliance
Committee. Co-ordination of the investigation of any serious
Protected Disclosures concerning the alleged violation of laws
or regulations is the responsibility of the Audit Committee.
During the year under review, the Company had received
5 (five) complaints under the Policy, which were resolved
expeditiously. There were no pending complaints at the end of
the year.

It is affirmed that no personnel of the Company has been denied
access to the Ethics and Compliance Committee and Audit
Committee.

The Policy is available on the Company's website at www.nuvoco.
com/Policies/Vigil-Mechanism-and-WhistleblowerPolicy.

RISK MANAGEMENT

The Company has a Business Risk Management framework in
place to identify, evaluate business risks and opportunities. This
framework focuses to assess risks to the achievement of business
objectives and to deploy mitigation measures.

The framework has been established across the Organisation and
is designed to identify, assess and frame a response to threats
including fraud risk that affect the achievement of its objectives.
The Company's management systems, organisational structures,
processes, standards, code of conduct, and behaviours together
govern how the Company conducts its business and manages
associated risks.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal financial control systems of the Company are
commensurate with its size and the nature of its operations.
The Company's internal control systems include policies and
procedures, IT systems, delegation of authority, segregation
of duties, internal audit, and review framework, etc. Clearly
defined roles and responsibilities have been institutionalised
and systems and procedures are periodically reviewed to keep
pace with the growing size and complexity of the Company's
operations. Controls were tested during the year under review
and no reportable material weakness in the operations or
in the design were observed. These controls are periodically
reviewed to ensure that they remain updated to the change in
environment.

The internal financial controls have been laid down and the
management believes that the same are commensurate with
the nature and size of its business. Based on the framework
of internal financial controls, work performed by the internal,
statutory and external consultants, including audit of internal

financial controls over financial reporting by the Statutory
Auditors and the reviews performed by the Management and the
Audit Committee, the Board is of the opinion that the Company's
internal financial controls were adequate and effective during
FY 2024-25 for ensuring the orderly and efficient conduct of
its business, including adherence to the Company's policies,
the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy, optimal utilisation of resources
and completeness of accounting records, and timely preparation
of reliable financial disclosures.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year under
review, as stipulated under the Listing Regulations, forms part of
this Integrated Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has been committed to sustainable development,
pursuing a Corporate Social Responsibility ("CSR") strategy
that combines industrial know-how with performance, value
creation, respect for communities & local cultures, environmental
protection, as well as conservation of natural resources & energy,
which involves partnership with nearby communities to bring
about a meaningful change to improve their quality of life,
thus creating shared value both for nearby communities and
the Company. Through the 5 (five) pillars of the CSR, namely
Saksham Bharat (Livelihood and Skill Development), Sangrahit
Bharat (Natural Resource Management), Shikshit Bharat
(Education), Swasth Bharat (Health) and Sanrachit Bharat (Rural
Infrastructure Development), the Company continues to foster
a safe and responsible environment for sustained development.

The Annual Report on CSR activities for FY 2024-25 is annexed
as Annexure 1 to this Board's Report. For other details regarding
the CSR Committee, please refer to the Corporate Governance
Report, which forms part of this Integrated Annual Report.

The CSR policy is available on the Company's website at
www.nuvoco.com/Policies/CSR-Policy.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for
FY 2024-25 are prepared in compliance with the applicable
provisions of the Act and as stipulated under Regulation 33 of
the Listing Regulations as well as in accordance with the Indian
Accounting Standards notified under the Companies (Indian
Accounting Standards) Rules, 2015, as amended. The Audited
Consolidated Financial Statements together with the Auditor's
Report thereon, forms part of this Integrated Annual Report.

Pursuant to the provisions of Section 136 of the Act, the Audited
Standalone and Consolidated Financial Statements of the
Company along with relevant documents and the Financial
Statements of NVL and Vanya are available on the Company's
website at www.nuvoco.com/performance-highlights
Any member desirous of obtaining copies of the Financial
Statements of NVL and Vanya may write an e-mail to
investor.relations@nuvoco.com upto the date of the ensuing
AGM.

HOLDING, SUBSIDIARY AND JOINT VENTURE

As on March 31, 2025, Niyogi Enterprise Private Limited is the
Holding Company. The Company has 1 (one) unlisted material
wholly owned subsidiary, viz. NU Vista Limited, 1 (one) wholly
owned subsidiary viz. Vanya Corporation Private Limited (Vanya)
and 1 (one) Joint Venture, viz. Wardha Vaalley Coal Field Private
Limited.

Vanya was incorporated on November 25, 2024 as an unlisted
wholly owned subsidiary of the Company.

A statement containing the salient features of the Financial
Statements, including the performance and financial position of
the joint venture and its wholly owned subsidiaries as per the
provisions of the Act, is provided in the prescribed Form AOC-1,
which is annexed as Annexure 2 to this Board's Report.

The Company has in place a Policy for determining Material
Subsidiary. The Policy is available on the Company's website at
www.nuvoco.com/Policies/Policy-for-Determination-
ofMaterial-Subsidiary.

RELATED PARTY TRANSACTIONS

All related party transactions ("RPTs") entered into by the
Company during the year under review were on an arm's length
basis and in the ordinary course of business. All RPTs were
reviewed and approved by the Audit Committee. An omnibus
approval was obtained for the RPTs which were repetitive
in nature and not foreseen. All RPTs entered pursuant to the
omnibus approval so granted were placed before the Audit
Committee on a quarterly basis for its review.

During FY 2024-25, the Company had not entered into any
contract / arrangement / transaction with related parties which
could be considered material in accordance with the Policy on
Materiality of Related Party Transactions and on dealing with
Related Party Transactions of the Company.

The Company's major RPTs were generally with its unlisted
material wholly owned subsidiary, NVL.

There were no material significant RPTs which could have a
potential conflict with the interest of the Company at large.
Also, there were no RPTs under the scope of Section 188(1) of
the Act. Accordingly, the disclosure of RPTs as required under the
provisions of Section 134(3)(h) of the Act in Form AOC-2 is not
applicable to the Company for FY 2024-25 and hence does not
form part of this Board's Report.

Pursuant to Regulation 23 of the Listing Regulations, Policy on
materiality of the Related Party Transactions and on dealing
with Related Party Transactions, has been amended, effective
May 01,2025, to incorporate recent regulatory amendments.
The updated Policy can be accessed on the Company's website
at - www.nuvoco.com//Policies/Policy on materiality of RPT.

In terms of Regulation 23 of the Listing Regulations, the
Company submits the details of RPTs to the Stock Exchanges on
a half-yearly basis.

The details of RPTs that were entered into during FY 2024-25
are given in the Notes forming part of the Standalone Financial
Statements, which forms part of this Integrated Annual Report.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES, AND
INVESTMENTS

Details of Loans, Securities and Investments covered under the
provisions of Section 186 of the Act read with the Rules framed
thereunder are given in the Notes forming part of the Standalone
Financial Statements, which forms part of this Integrated Annual
Report.

AUDITORS AND THEIR REPORT
Statutory Auditors

At the 23^rd AGM held on August 05, 2022, M/s. M S K A &
Associates, Chartered Accountants (Firm Registration Number
105047W) ("M S K A") were re-appointed as Statutory Auditors
of the Company for a second term of 5 (five) consecutive years to
hold office from conclusion of 23^rd AGM until the conclusion of
28^th AGM to be held in the year 2027.

Pursuant to Sections 139 and 141 of the Act and Rules framed
thereunder, M S K A have confirmed that they are not disqualified
from continuing as Statutory Auditors of the Company and have
furnished a valid certificate issued by the Peer Review Board of
the Institute of Chartered Accountants of India as required under
Regulation 33 of the Listing Regulations.

The Notes on Financial Statements referred to in the Auditor's
Reports are self-explanatory and do not call for any further
comments. The Auditor's Reports do not contain any
qualifications, reservations, adverse remarks or disclaimers.

Cost Auditors

As per Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, the Company is required to
prepare, maintain as well as have the audit of its cost records
conducted by a Cost Accountant and accordingly, it has made
and maintained such cost accounts and records.

M/s. D. C. Dave & Co. Cost Accountants, Mumbai (Firm
Registration Number 000611) ("D. C. Dave & Co.") have conducted
the audit of cost records maintained by the Company for
FY 2024-25. The Board at its meeting held on May 01,2025, based
on the recommendation of the Audit Committee have appointed
D. C. Dave & Co. as the Cost Auditors of the Company for
FY 2025-26 under Section 148 and other applicable provisions
of the Act.

In accordance with the provisions of Section 148(3) of the
Act read with the Companies (Audit and Auditors) Rules,
2014 and Companies (Cost Records and Audit) Rules, 2014, a
Resolution seeking ratification of the remuneration payable to
D. C. Dave & Co., for FY 2025-26 has been incorporated in the
Notice of the ensuing AGM for approval by the Members.
Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the
Rules framed thereunder, the Board had appointed M/s. Parikh
& Associates, Practising Company Secretaries (Firm Registration
Number P1988MH009800) ("Parikh & Associates"), to conduct
Secretarial Audit of the Company for FY 2024-25. The Report of
the Secretarial Auditors in Form MR-3 for FY 2024-25 is annexed
as Annexure 3 to this Board's Report.

Further, pursuant to Regulation 24A of the Listing Regulations,
the Secretarial Audit Report of NVL, an unlisted material wholly
owned subsidiary of the Company in terms of Regulation
16(1 )(c) of the Listing Regulations, submitted by Parikh &
Associates is also annexed as Annexure 3A to this Board's Report.
In terms of Regulation 24A of the Listing Regulations, the
Company has obtained Secretarial Compliance Report for
FY 2024-25 from Parikh & Associates.

The Secretarial Audit Reports and Secretarial Compliance Report
do not contain any qualification, reservation, adverse remark or
disclaimer.

In accordance with the provisions of Section 204 of the Act
and Regulation 24A of the Listing Regulations and basis the
recommendation of the Audit Committee, the Board of Directors
have approved the appointment of Parikh & Associates, as
the Secretarial Auditors of the Company for a term of 5 (five)
consecutive years commencing from FY 2025-26 till FY 2029-30.
A Resolution seeking Members approval for the appointment of
Secretarial Auditors has been incorporated in the Notice of the
ensuing AGM.

Reporting of Fraud

During the year under review, the Statutory, Cost and Secretarial
Auditors have not reported any instances of frauds committed
in the Company by its officers or employees, to the Audit
Committee under Section 143(12) of the Act.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as
required pursuant to the provisions of Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed
as Annexure 4 to this Board's Report.

In terms of provisions of Section 197(12) of the Act read with
Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement
containing particulars of employees, forms part of this Board's
Report. In accordance with the provisions of Section 136 of the
Act, this Integrated Annual Report and the Audited Financial
Statements are being sent to the Members and others entitled
thereto, excluding the aforesaid statement. The said statement
is available for inspection electronically by the Members of
the Company. Any Member interested in obtaining a copy
thereof may write an e-mail to the Company Secretary at
investor.relations@nuvoco.com.

HEALTH AND SAFETY ("H&S")

At Nuvoco, safety, which has always been a non-negotiable
priority, is now embraced as an integral part of its core value
"CARE" and is an important aspect of Company's operational
philosophy. The Company is firmly committed to ensure that
every employee returns home safely, every day. This belief drives
continuous efforts to embed safety across all levels through
strong leadership, sustained initiatives, and active participation
from every stakeholder.

Safety Performance Overview

• LTIFR (Lost Time Injury Frequency Rate): While the LTIFR
increased from 0.28 to 0.61 in FY 2024-25, the Company
remains firmly committed to its 'ZERO HARM' philosophy,
reflecting its ongoing dedication to health and safety. Safety
training aggregating over 2.13 lakh man-hours was delivered,
emphasising critical topics such as Behaviour-Based Safety
(BBS), Risk Assessment, Fire Safety, and Road Safety. Risk
mitigation efforts have been strengthened through data-
driven initiatives like safety heat maps and company-wide
awareness campaigns.

Strengthening Road Safety for Non-Manufacturing
Functions: In FY 2024-25, rise in road safety-related injuries
were recorded, particularly among employees in non¬
manufacturing functions such as sales, who spent significant
time travelling. To address this, focused road safety awareness
sessions were organised for the sales team. Moreover, the
scope of safety training was expanded to include their family
members and channel partners, fostering a wider culture of
safety both inside and outside the workplace.

• Proactive Inspection and Monitoring: Intensified safety
inspections and compliance checks facilitated the early
detection and mitigation of potential hazards.

Common Safety Initiatives across the Organisation
I. Training and Capability Building: Over 2.13 lakh man-hours
of safety training were delivered across the Organisation,
covering:

• Safety Induction, Working at Height, Road Safety/
Defensive Driving;

• SOPs, Confined Space Entry, Fire Safety;

• Behaviour-Based Safety (BBS), Safety Leadership
Development;

• LOTOTO, Risk Assessment, Work Permit System;

• Electrical Safety, Emergency Preparedness, Manual
Material Handling;

• Belt Conveyor Safety, First Aid, Lifting and Rigging,
Mining Safety; and

• Mobile Equipment Safety, Incident Reporting and
Investigation, Machine Guarding.

II. Data-Driven Risk Mitigation: A safety heat map developed
using five years of incident data, enabled the creation of
targeted action plans for effective risk reduction.

III. Awareness Campaigns: Organisation-wide initiatives were
carried out focusing on key safety themes and observances,
which are as given below:

• Fire Safety Month (April 01 to April 30, 2024) and

National Fire Safety Week (April 14 to
April 20 , 2024): Conducted awareness programs for
employees, workmen, and families under the theme:
“tfffrgryT Prnfui 31” Fire

drills were organised, and firefighting equipments
were inspected for readiness across the Company.

• Road Safety Month (January 01 to January 31,
2025): Initiatives under the theme “F5W

q^” included:

- Joint campaigns with local Police/RTO;

- Safety meetings with drivers at parking yards;

- Upkeep awareness programs involving vehicle
component manufacturers; and

- Road safety training at nearby schools.

• HSE Month (February 15 to March 15, 2025):
Under the theme "IF YOU SEE SOMETHING, DO
SOMETHING," the focus was on recognising safe
behaviour, coaching at-risk observations, and
engaging with the community and stakeholders.

• National Safety Week (March 04 to March 10,
2025): During this week, key safety messages were
reinforced across all locations.

IV. Leadership Involvement: The Company's Leadership
Team submitted Safety Positive Assurance Reports (SPAR),
reinforcing a top-down commitment.

V. Graduate Engineer Trainee (GET) Induction: A structured
7-days safety orientation program was conducted for all
GETs.

VI. Safety Orientation Completion: 100% completion
of safety orientation programs was achieved across all
locations.

VII. Knowledge Resources: The "Koshish" Safety Handbook
was published as a practical guide for employees on the
shop floor.

Plant-Level and Business-Specific Initiatives
Cement Business:

• Conducted cross-unit safety audits across 4 (four) plants-
Sonadih, Nimbol, Jojobera, Haryana Cement Plants to
promote standardisation and learning;

• Rolled out the Medical Emergency Response Plan (MERP);

• Launched the Safety Officer for Today (SOFT) program;

• Implemented "Samman" BBS training for packing plant
employees;

• Initiated task observations for proactive risk control; and

• Conducted regular logistics gate meetings.

Non-Manufacturing Functions:

• Conducted road safety awareness programs for school
vehicle drivers, families, and channel partners;

• Introduced a Penalty Matrix for hired vehicles;

• Piloted rider safety mobile applications; and

• Carried out electrical safety audits at all offices.

HUMAN RESOURCES

Nuvoco recognises that its employees are the key levers of its
success and the driving force behind innovation and growth. The
Company's approach to human capital management focuses on
nurturing a culture of excellence, inclusivity, and continuous
learning. It is committed to providing a safe, engaging, equitable,
and rewarding work environment while upholding the highest
standards of labour practices.

Health and Safety: Nuvoco considers health and safety a
core value and a top business priority, ensuring that everyone
working at its sites returns home safely each day. Guided by its
'Zero Harm' philosophy, the Company enforces rigorous safety
protocols and provides on-site medical support through resident
doctors. Its holistic Wellness Programme addresses both physical
and mental well-being. In FY 2024-25, Nuvoco expanded medical
insurance for employees to their dependents, introduced annual
health assessments, and extended discounted healthcare
services to immediate family members. Mental wellness was also
prioritised through the HappiMynd programme, which covered
over 53% of employees and provided access to counselling and
digital self-care tools.

Employee Engagement: At Nuvoco, employee engagement
is an ongoing journey anchored in trust, open communication,
and shared purpose. In FY 2024-25, the Company strengthened

this commitment through targeted engagement efforts,
including pulse checks, feedback forums, and dipstick surveys,
enabling leadership to take data-driven, responsive actions.
The Company's culture of recognition remained strong with
the Nuvoco Edge Awards celebrating exemplary contributions
aligned with its ORE values. Peer-to-peer initiatives like NuSmiles
and function-specific programmes such as Shabaash, Shershaah,
Saarthak, Vijeta, Cement Sartaj, Legends of Logistics, and Roaring
RMX reinforced appreciation across functions. Additionally, the
Sultan of Sales programme continued to reward and motivate
the frontline teams through performance-linked incentives.
Learning and Development: Nuvoco continued to prioritise
learning and leadership as key pillars of its Employee Value
Proposition. The Company's structured Learning & Development
framework addressed capability needs at organisational,
functional, and individual levels, supported by Nuvoco University,
Functional Academies, and the Career Academy. Programmes
like LEAP S 2.0 and LEAP O 2.0 deepened functional expertise in
Sales and Manufacturing, while platforms like LinkedIn Learning
and NuvoDesk provided role-based, digital learning journeys.
Leadership development remained a strategic focus, with
partnerships with recognised institutions such as ISB, Harvard,
and UpGrad contributing significantly to internal capability-

building enabling us to fill nearly 50% of senior leadership
positions through internal talent.

Employee Lifecycle and Growth: The Company's commitment
to identifying and developing talent remains strong. Under
the Company's 4 (four) pillars of EVP- "Enabling You to be
Future Ready", the Career pillar focuses on internal mobility,
skill development, and seamless integration of new talent.
The Internal Job Posting (IJP) system provided employees
with opportunities to explore diverse roles and advance their
careers within the Organisation. Talent acquisition was further
strengthened by embedding friction competencies into the
hiring process. Apprenticeship programmes at RMX plants,
aligned with national schemes, helped bridge skill gaps and
support local employment. The rebranded NextGen campus
hiring programme welcomed fresh talent through a structured
induction program.

Industrial Relations: The industrial relations climate remained
stable and constructive, supported by active collaboration
with unions and employees in driving optimal production and
embedding a safety-first mindset. Plant HR teams played a
key role in fostering a cohesive work environment, promoting
mutual respect and camaraderie between white and blue-collar
employees.

These initiatives are dedicated to the welfare of the Company's
employees, while upholding the unwavering commitment to
fostering inclusivity and fairness.

INFORMATION TECHNOLOGY

Nuvoco has progressed well in the Digital Transformation
journey this year. DEN (Digitally Enabled Nuvoco) project
has seen significant traction and around 90% of the project
deliverables have been successfully completed. In FY 2024-25,
various major projects were successfully launched. These are
Master Data Harmonisation across Nuvoco; Unification of two
independent SAP instances to have single SAP instance with
common processes, harmonised data and common interfaces;
Technical upgrade of SAP S/4HANA to the latest version 2023;
IBP for planning; Customer Portal; SAP SuccessFactors HRMS;
C4C CRM; and Pathlock SOD tool.

Throughout the year under review, the Company actively
advanced its digitalisation initiatives, aiming to deliver cutting-
edge solutions that enhance competitive advantage and position
the business as a leader in IT adoption within the industry.

The key highlights of the achievements are as under:

Technical upgrade: NVCL and NVL systems are being upgraded
from S/4HANA 2021 to S/4HANA 2023 in anticipation of 2025
end-of-life for the current version. This upgrade ensures system
stability and eliminates the need for further upgrades until 2030.
Leveraging the latest S/4HANA version enables the Company
to access the full suite of SAP features while enhancing system
security and performance.

HRMS Solution: SAP SuccessFactors (SF) includes several key
modules designed to streamline HR processes. These modules
include Employee Central, which provides core HR services.
The Performance and Goals Management module which
helps manage performance and goal setting, while Recruiting
Management module supports the recruitment process.
Succession and Development focuses on succession planning
and employee development, and Learning Management
handles employee learning programs. The Compensation
module manages compensation plans, and Variable Pay module
deals with variable pay components.

New Customer Portal: The Company has recently launched
new customer portal, designed to enhance user experience and

streamline access to services. This portal offers a modern, intuitive
interface that allows customers to easily navigate and manage
their accounts, access support resources, and stay updated
with the latest information. With features such as personalised
dashboards, real-time notifications, and comprehensive self¬
service options, customer portal aims to provide a seamless and
efficient experience for all users. The Company believes that this
new platform will significantly improve customer engagement
and satisfaction, making it easier than ever to connect with the
services.

SAP IBP: The SAP IBP planning solution has enabled more
accurate and integrated demand and supply planning across all
units of the Company. With a forecasting accuracy of 95%, the
business now aims to further optimise its planning cycle using
this data. In the next phase, the Company plans to integrate
Joule AI to drive faster and more precise predictions.

Pathlock SOD: This tool allows to manage the access to
employees in a controlled manner to remove issues of conflict of
responsibility and avoid chances of wrong entries being created
or approved in the SAP system.

Vendor Portal: Vendor portal on SAP ARIBA network is one of
the important projects, under the final stages. Currently the
Company is on boarding the vendors in the ARIBA network and
pushing the Open Purchase orders in the system. The Company
is committed to launch the portal in the first half of FY 2025-26.

With these DEN Initiatives the Company will reap the benefits of
this digitalisation.

IT Security: Enterprise information landscape is secured with
multilayer security and continuous monitoring mechanism while
keeping performance intact. The Company has implemented
Privilege Access Management tool which helps in ensuring that
privilege users are able to use the system only for the purpose for
which access is granted to them. The Information Security team
places a strong emphasis on safeguarding the Organisation's
intellectual property and data, prioritising their protection. The
Company have already embarked on SD-WAN implementation.
SD-WAN (Software-Defined Wide Area Network) is a technology
that enhances the management and operation of a Wide Area
Network (WAN) by decoupling the networking hardware from its
control mechanism.

GEN-AI: The Company's focus on AI and ML aims to create an
ecosystem for process automation across all the plants. The
pilot projects undertaken includes: preventive and predictive
maintenance of the mill gear assembly, motors and multiple
devices in the plant on which IOT sensors were installed allowing
to take action as soon as error is observed. In another initiative,
the Company has taken data from Open Platform Communication
(OPC) server and integrated with AI to help predict the kiln
performance and development of a dashboard optimising kiln
operations for maximum output. The Company has launched
this project in 3 (three) cement manufacturing facilities and are
getting early encouraging results. In addition, the Company has
embarked on SAP Joule implementation for SuccessFactors,
IBP and C4C CRM. This agentic AI will help in drafting real-time
answers to any user query as well be able to execute tasks on their
behalf. POC for SuccessFactors and Joule AI has been successful
and FY 2025-26 will see lot of development around this. The
Company is also working on a common analytics platform on
data lake which will have data from all system within Nuvoco and
provide a cutting-edge KPI based analytics for each user group.
Company will also integrate Gen-AI with this platform to provide
access to deep analytics on finger tips.

Through its ongoing digital initiatives, the Company has
demonstrated a strong commitment to becoming a digitally

empowered Organisation, already benefiting from the early
adoption of advanced IT systems. The Digitisation, Innovation
and Renewable Energy program (DIRE) initiative is exploring
innovative approaches to digital and AI adoption, paving the
way for a significant leap in IT transformation. Positioned on the
brink of a major shift, the Company is set to realise the full value
of this transformative journey.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo as stipulated
under Section 134(3)(m) of the Act and Rules framed thereunder,
is annexed as Annexure 5 to this Board's Report.

ENVIRONMENT AND SUSTAINABILITY

At Nuvoco, sustainability is deeply embedded in its core values.
The Company remains committed to building a safer, smarter,
and sustainable world, driving continuously environmental
actions of Protect Our Planet program across the business.
Nuvoco has identified 4 (four) key pillars that shape its
sustainability agenda:

1. Decarbonisation

2. Water Management

3. Circular Economy

4. Biodiversity

Driving Sustainable Progress:

With a structured and targeted approach, Nuvoco has
implemented cross-functional projects to accelerate progress on
sustainability. An overview of the outcomes achieved is detailed
below:

1. Decarbonisation

Nuvoco has established ambitious, year-on-year targets
to reduce its carbon emissions intensity. Through strategic
improvement & investments in green and alternative
energy solutions - including the maximisation of Waste
Heat Recovery Systems (WHRS), the use of alternate fuels,
and the expansion of solar power - the Company has made
significant progress in minimising its carbon footprint.

Key achievements include:

• Reduction of cementitious material emission intensity
from 457 kg CO₂ to 453.8 kg CO₂ per tonne.

• Reduction of concrete emission intensity from
2.64 kg CO2 to 2.10 kg CO2 per cubic meter.

Sustainable Product Mix

Nuvoco continues to promote eco-friendly cement
solutions and drive continuous improvements in its
product portfolio. The Cement-to-Clinker ratio for
FY 2024-25 stood at 1.72, supporting sustainability efforts
by reducing the clinker content in final products.

2. Water Management

Demonstrating a strong commitment to water stewardship,
Nuvoco has adopted a range of initiatives to optimise water
usage and enhance conservation efforts, including:

• Building on the success of last year's internal water
audits, the Company has taken additional steps to
increase awareness across its operations by adopting
the Plan-Do-Check-Act ("PDCA") cycle.

• Nuvoco has successfully increased its water recycling
efforts compared to the previous year, significantly
reducing total water withdrawal across both
operational and non-operational areas.

Key achievements:

• Processed water intensity in cement and clinker
production reduced by ~11%, from 52 litres/tonne to
46 litres/tonne of cementitious material.

• Recycle water consumption increase from 4.6 L/Cum
to 11.24 L/Cum in RMX operations.

• Introduction of New Nu Aqua Zero Debris Recycling
plants at 9 (nine) RMX plants with plans for gradual
installation at other locations to further support
freshwater reduction efforts.

3. Circular Economy

Nuvoco is making significant strides towards resource
efficiency and waste reduction.

Nuvoco has successfully surpassed its Extended Producer
Responsibility ("EPR") obligations by processing substantial
quantities of Refuse-Derived Fuel ("RDF") and plastic waste.
The Company's commitment to resource efficiency is
further demonstrated by the increased use of alternative
raw materials in its products.

Key highlights include:

• Co-processing 69 KT RDF replacing natural fossil fuel.
The Chittor Cement Plant achieved a 55% increase in
AFR usage over last year after the installation of the
shredder.

• Expanding the utilisation of alternative raw materials
across its RMX plants, from 16 (sixteen) to 27 (twenty-
seven) plants.

• Cumulatively processing 101 KT of alternative raw
materials, including crushed rock fines, construction
and demolition waste, as a replacement for fine sand.

• Co-processing of alternative fuels and raw materials
has been implemented across all integrated cement
plants and in grinding unit furnaces.

• Reduce Mineral Gypsum by using FGD, chemical,
synthetic, marine gypsum.

These efforts reflect the Company's commitment to a
circular economy by reducing dependency on natural
resources materials and minimising environmental impact.

4. Biodiversity

Nuvoco's biodiversity initiatives focus on conservation and
ecological restoration. Plantation of over 1,35,000 trees in
and around its facilities, promoting the conservation of
native flora and fauna and enhancing green cover.

Recognition

Nuvoco's sustainability leadership has been recognised through

multiple prestigious awards and accolades:

• CII-ITC Sustainability Award for Risda Cement Plant,
recognising exemplary performance in integrating
sustainability into core business practices.

• National Award for Excellence in Energy Management from
CII for Panagarh Cement Plant.

These achievements underscore Nuvoco's unwavering
commitment to environmental stewardship and its role as a
responsible leader in the building materials industry.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted zero tolerance for sexual harassment
at workplace and has in place an Anti-Sexual Harassment Policy
in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act"). As per the requirements of POSH Act
and Rules framed thereunder, the Company has formed Internal
Complaints Committee ("ICC") to redress and resolve any
complaint pertaining to sexual harassment at the workplace.
During the year under review, the ICC received no complaints
under POSH.

The Company has submitted its annual report on the cases of
sexual harassment at workplace pursuant to Section 21 of the
POSH Act and Rules framed thereunder.

30 (Thirty) Training/Awareness programmes were conducted
for educating and creating awareness about the sensitivity for
ensuring safe and secure workplace.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with
Section 134(3)(a) of the Act and Rules framed thereunder, the
Annual Return as on March 31,2025 is available on the Company's
website at www.nuvoco.com/annual-reports .

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sections 134(3)(c) and 134(5) of the
Act, the Board, to the best of their knowledge and ability, confirm
that -

a) in the preparation of the annual accounts for the financial
year ended March 31, 2025, the applicable accounting
standards have been followed and that there are no
material departures from the same;

b) the Directors have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at
March 31,2025 and of the profit for the financial year ended
March 31, 2025;

c) proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities;

d) the annual accounts have been prepared on a "going
concern" basis;

e) proper internal financial controls to be followed by the
Company have been laid down and that such internal
financial controls are adequate and operating effectively;
and

f) proper systems to ensure compliance with the provisions
of all applicable laws are in place and that such systems are
adequate and operating effectively.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the
Business Responsibility and Sustainability Report disclosing
initiatives taken by the Company from an environmental, social
and governance perspective, forms part of this Integrated
Annual Report.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company is in compliance with applicable Secretarial
Standards i.e. SS-1 and SS-2, relating to "Meeting of the Board
of Directors" and "General Meetings" respectively issued by the
Institute of Company Secretaries of India.

OTHER DISCLOSURES

• There has been no change in the nature of business of the
Company which impacted the financial position during the
year under review;

• The Managing Director has not received any remuneration
or commission from NVL;

• There was no revision in the Financial Statements;

• The requirement to disclose the details of difference
between amount of the valuation done at the time of
onetime settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the
reasons thereof, is not applicable;

• The Company has not accepted any deposits from the public
falling within the meaning of the provisions of Sections 73
and 76 of the Act and the Rules framed thereunder;

• The Company has not issued equity shares with differential
rights as to dividend, voting or otherwise;

• The Company has not issued any sweat equity shares to its
Directors or employees;

• There are no shares lying in the demat suspense account or
unclaimed suspense account;

• No application has been made or any proceeding pending
against the Company under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016), as amended from time to time.

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Directors appreciate the hard work, dedication, and
commitment of all its employees of the Company. The Directors
extend their sincere gratitude to the shareholders, government
and regulatory authorities, banks, financial institutions, rating
agencies, stock exchanges, depositories, auditors, legal counsels,
consultants, debenture holders, debenture trustee, customers,
vendors, business partners, suppliers, distributors, communities
in the neighbourhood of the Company's operations and other
stakeholders for their continuous support and the confidence
they have placed in the management.

For and on behalf of the Board of Directors

Hiren Patel

Place: Chittorgarh Chairman

Date: May 01,2025 (DIN: 00145149)